EXHIBIT 10.25
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August __, 1998
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BAP Acquisition Corp.
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As of August __, 1998
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Re: EMPLOYMENT AGREEMENT
Gentlemen:
Reference is made to the Employment Agreement between BAP Acquisition
Corp. (the "COMPANY") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "EMPLOYEE") dated July 7, 1998
(the "EMPLOYMENT AGREEMENT").
This letter agreement (this "AGREEMENT") confirms the understanding
between the Company and the Employee regarding certain provisions contained in
the Employment Agreement. Capitalized terms used but not otherwise defined have
the meanings ascribed to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Employee, intending to be legally
bound, do hereby agree as follows:
In the event of termination of the Employee's employment by the
Corporation in Fiscal Year 1999 pursuant to paragraph 12 of the Employment
Agreement without cause, the Corporation shall (x) continue for a period equal
to the greater of (x) the balance of the original term of the Employment
Agreement (in no event to exceed one and one-half years) or (y) one year, (a)
pay to Employee his salary at the then annual rate and (b) provide to Employee
the benefits under paragraphs 4, 9 and 11 of the Employment Agreement and (y)
within sixty (60) days of the determination of the same, pay to the Employee an
amount equal to the maximum allowable bonus payable to the Employee pursuant to
Section 4(b) of the Employment Agreement.
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August __, 1998
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Furthermore, if during Fiscal Year 1999 of the Company either (i) the
duties and responsibilities of the Employee are at any time significantly
changed (by diminution, increase, or other significant alteration) from the
duties and responsibilities presently exercised by him or (ii) a "Change of
Control" (as defined in the Employment Agreement) occurs, Employee may at his
election, at any time within 60 days after either of such events, terminate the
Employment Agreement and then in place of those payments specified in Section
12A(a)(A) of the Employment Agreement, the Company shall pay the Employee the
following amounts:
In lieu of any further salary and bonus payments to Employee for
periods subsequent to the termination, the Corporation shall pay as
severance pay to Employee, no later than the thirtieth day following
the effective date of termination, (x) a lump-sum severance payment
equal to 150% of Employee's annual salary rate in effect as of the
termination, or if greater, such rate in effect immediately prior to
the Change in Control of the Corporation and (y) an amount equal to
150% of the maximum allowable bonus payable to the Employee pursuant to
Section 4(b) of the Employment Agreement.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of The Commonwealth of Massachusetts (without
giving effect to conflicts of laws principles) and shall take effect as a sealed
instrument.
Please confirm that the foregoing is acceptable by signing below. This
letter will constitute our binding agreement.
Very truly yours,
BAP ACQUISITION CORP.
By:______________________________________
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Accepted and Agreed to:
_______________________________
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